Divesting Entities definition

Divesting Entities means, collectively, all Affiliates of Seller that have any right, title or interest in, to or under the Purchased Assets.
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Divesting Entities means Seller, and all Affiliates of Seller that, as of immediately prior to the Closing, have any right, title or interest in, to or under any Purchased Asset.
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Divesting Entities means, collectively, all Affiliates of Seller that have any right, title or interest in, to or under the Purchased Assets. “Environmental Laws” shall mean all Laws related to the protection of the environment or human health and safety or the release, presence
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Examples of Divesting Entities in a sentence

  • Other than the Divesting Entities, no Affiliate of Seller has any right, title or interest in, to or under the Purchased Assets.

  • The Purchased Assets comprise all of the material rights, properties and assets owned, operated or controlled by Seller and the Divesting Entities related to the Business, and neither Seller nor any Divesting Entity owns, operates or controls any material rights, properties or assets related to the Business that do not constitute Purchased Assets.

  • Seller and the Divesting Entities, as applicable, have completed and filed all reports, documents, claims, permits and notices required by any Governmental Authority in order to maintain the Governmental Authorizations, except where failure to file such reports would not be materially adverse to the Business.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Divesting Entities and the Indemnified Parties, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

  • Each of the Transferred Equipment and the Retained Equipment (i) is in good operating condition and repair, ordinary wear and tear excepted, (ii) is usable, suitable and adequate for the purpose(s) for which such Transferred Equipment and the Retained Equipment is currently used, and (iii) has been inspected, operated and maintained by the Divesting Entities in all respects in accordance with industry standards for companies in the United States similarly situated to Seller and its Affiliates.

  • Purchaser has conducted its own independent investigation, review and analysis of the Princeton Facility and the Transferred Assets and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and the Divesting Entities for such purpose.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller and the Divesting Entities, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

  • The Divesting Entities have, during the three years prior to the date hereof, complied, and are in compliance, in all material respects with all Laws that are applicable to leasing, ownership, use, occupancy and operation of the Transferred Assets and the Princeton Facility, including (as applicable) GMP for pharmaceutical products sold in the United States and the respective counterparts thereof promulgated by Governmental Entities in countries outside the United States.

  • During the three years prior to the date hereof, none of the Divesting Entities or any of their respective Affiliates has received any written notice (including any warning letter or untitled letter) from any Governmental Entity that alleges that the Transferred Assets, the operation of the Princeton Facility or any activity occurring or condition existing at the Princeton Facility failed to comply with any applicable Law or GMP.

  • No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Seller or any of the Divesting Entities.


More Definitions of Divesting Entities

Divesting Entities means Seller, Erytech Inc., and all other Affiliates of Seller that, as of immediately prior to the Closing, have any right, title or interest in, to or under any Transferred Assets.
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Divesting Entities means, collectively, the J&J Divesting Entities and the Pfizer Divesting Entities.
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Related to Divesting Entities

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

  • Operating Entity means an entity that operates and controls a portion of the bulk transmission system with the goal of ensuring reliable energy interchange between generators, loads, and other operating entities.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

  • Competing Entity means any entity or person that is engaged, directly or indirectly, in a Competitive Business.

  • Participating Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

  • Reporting Entity means the Constituent Entity that, by virtue of domestic law in its jurisdiction of tax residence, files the CbC Report in its capacity to do so on behalf of the MNE Group;

  • holding entity means a person that is controlled by an individual;

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Partnership Group means the Partnership and its Subsidiaries treated as a single consolidated entity.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Contracting entity means any person that has a primary business purpose of contracting with participating providers for the delivery of health care services.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Operating Partnership has the meaning set forth in the preamble.

  • Implementing Entity means the [Implementing Entity] that is the party to this Agreement and the recipient of the Grant;

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;